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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DirectChef, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-3304637
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(State of incorporation or organization) (IRS Employer Identification No.)
5179 Overland Avenue
Culver City, California 90230
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None N/A
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this Form
relates: 333-73369
Securities to be registered pursuant to Section 12(g) of the Act:
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Common Stock, par value $0.001 per share
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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Information required by this item is incorporated by reference to the
description of capital stock provided under the caption "Description of Capital
Stock" in the Registration Statement on Form S-1 of DirectChef, Inc. (the
"Company") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (Registration No. 333-73369) (the
"Registration Statement").
Certain provisions of the Company's Certificate of Incorporation and
Bylaws may have the effect of discouraging unsolicited acquisition proposals or
making it more difficult for a third party to gain control of the Company.
Information concerning these provisions is included under the caption
"Description of Capital Stock" in the Registration Statement and is incorporated
herein by reference.
Item 2. Exhibits.
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1. Registrant's Amended and Restated Certificate of Incorporation.
Incorporated herein by reference to Exhibit 3.1 to the Registration
Statement.
2 Registrant's Bylaws. Incorporated herein by reference to Exhibit 3.2 to
the Registration Statement.
3. Specimen Common Stock Certificate of registrant. Incorporated herein by
reference to Exhibit 4.1 to the Registration Statement.
4. Description of the registrant's capital stock incorporated herein by
reference to the description of capital stock under the caption
"Description of Capital Stock" in the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: May 20, 1999 DIRECTCHEF, INC.
By /s/ Roger M. Laverty
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Name: Roger M. Laverty
Title: President and Chief Executive
Officer
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